2013-vinci-annual-report

1.2 Scope of risk management and internal control
In addition to managing a system specific to the VINCI holding company, the Group also ensures that there are risk management and internal
control systems in place at each of its subsidiaries. These systems apply to fully consolidated entities. The principal consolidated entities
are listed in Chapter J of the notes to the consolidated financial statements, pages 279 to 285.
Following a transaction finalised on 24 December 2013, VINCI now holds only 12.1% of the capital of CFE, a listed Belgian-law company,
compared with 46.84% before the transaction. As a result, this company is no longer fully consolidated.
2. Environment and organisation
196 VINCI 2013 ANNUAL REPORT
2.1 Principles of action and conduct
The businesses in which VINCI operates require the personnel involved to be geographically close to customers in order to ensure the
prompt delivery of solutions that are suited to their needs. To enable the manager of each business unit – of which there are around 3,500
in total in the Group – to take the required operational decisions rapidly, a decentralised organisation has been implemented in each business
line, as well as in VINCI Immobilier.
In this context, the Group has delegated authority and responsibility to operational and functional staff at all levels. These staff fulfil their
responsibilities in compliance with the general guidelines (see paragraph 4.2) and with VINCI’s principles of action and conduct:
ˇˇcompliance with the rules common to the whole Group in respect of commitments, risk-taking (see paragraph 4.3), acceptance of contracts
(see paragraphs 4.4 and 4.5), and reporting of financial, accounting and management information (see paragraph 4.2);
ˇˇtransparency and loyalty of managers towards their line management superiors and towards the functional departments of the business
lines and the holding company. An integral part of operational managers’ duties is to take decisions on matters falling within their area of
competence, within the framework of the general guidelines they have received and accepted. Nevertheless, any significant difficulties
encountered must be handled with the assistance, as necessary, of their line management superiors or the functional departments of the
business lines and the VINCI holding company;
ˇˇcompliance with the laws and regulations in force in the country where each Group company operates;
ˇˇadherence to the Code of Ethics and Conduct;
ˇˇresponsibility of operational executive managers to communicate the Group’s principles governing action and conduct to their staff by
appropriate means and to set a good example, the responsibility for which cannot be delegated;
ˇˇhealth and safety of individuals (employees, external service providers, subcontractors, etc.);
ˇˇa culture of financial performance.
2.2 Participants in the risk management and internal control processes
Everyone in the organisation plays a role in risk management and internal control, from the governing bodies and management to the
employees of each Group subsidiary.
VINCI’s Board of Directors represents all the shareholders collectively and is responsible for monitoring the Executive Management performance,
defining the Group’s strategic choices, ensuring that these choices are properly implemented and that the Group functions
properly. It considers all major matters concerning the Group’s business. In its report, the Board gives an account of the principal risks and
uncertainties the Group faces.
In 2003, the Board adopted a set of internal rules and created several specialised committees: audit, strategy and investment, remuneration,
and appointments and corporate governance. It delegated to the Audit Committee responsibility for the monitoring of assignments defined
by the 8 December 2008 Order transposing the European directive on statutory auditing into French law. The principal activities carried out
in 2013 in this regard are presented in chapter D, “Corporate governance”, of the Report of the Board of Directors, pages 144 and 145. They
are in line with the recommendations of the AMF working group on audit committees (dated July 2010).
The Executive Committee, composed of 13 members at the time of writing of this report (see page 18), is in charge of implementing the
Group’s strategy, and of defining and monitoring the enforcement of its risk management, finance, human resources, safety and insurance
policies.
The holding company functions with a streamlined staff (221 people at 31 December 2013), suited to the Group’s highly decentralised
structure. The holding company’s functional departments ensure that the Group’s rules and procedures as well as the Executive
Management’s decisions are correctly enforced. Furthermore, and depending on the needs that are expressed, these departments advise
business lines on technical matters but do not interfere with operational decisions, which are the sole responsibility of the business lines.
The Ethics Officer, in liaison with the operational and functional departments, ensures that the Code of Ethics and Conduct is properly
understood throughout the Group. Any employee may contact the Ethics Officer directly and in total confidentiality.
The Audit Department has a three-part role.
ˇˇConcerning risk management: based on guidelines from the Executive Management, it plays a leading role in deploying and implementing
a structured, permanent and adaptable system, making it possible to identify, analyse and handle the principal risks. The Audit Department
coordinates the risk management system by giving methodological support to the subsidiaries’ operational and functional departments.
It organises the meetings of the VINCI Risk Committee, which reviews and authorises new contracts exceeding certain thresholds set by
Executive Management or presenting particular technical or financial risks.
ˇˇConcerning internal control: in addition to drafting and disseminating the general internal control procedures set by the holding company,
the Audit Department organises the annual self-assessment survey on the internal control of the Group’s subsidiaries.
ˇˇConcerning auditing: it carries out its own assignments, in support of the work performed by the business lines and by the members of
the holding company’s functional departments, depending on their areas of expertise.